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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 1998.
SAKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-14346 52-1685667
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
12 East 49th Street
New York, NY 10017
(Address of Principal Executive Offices)
(212) 940-4048
(Registrant's telephone number, including area code)
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Item 5. Other Events
In a press release dated March 4, 1998, Saks Holdings, Inc., the holding
company for Saks Fifth Avenue (the "Company"), reported its financial results
for the fourth quarter and fiscal year ended January 31, 1998 and sales results
for the four weeks ended February 28, 1998. A copy of the press release is
included as Exhibit 99.01 hereto and incorporated by reference herein.
On February 27, 1998, the Company's Board of Directors adopted certain
amendments to the Company's Bylaws to promote more orderly procedures for annual
meetings of stockholders. The following description of the amendments does not
purport to be complete and is qualified in its entirety by reference to the
Bylaws, as amended, which are attached hereto as Exhibit 3.02 and incorporated
herein by reference.
The amendments, which are effective immediately, require that stockholders
provide advance notice of director nominations or other business which they
would like to have brought before an annual meeting. Under the amendments, a
stockholder generally must deliver notice to the Secretary of the Company not
less than 90 days nor more than 120 days before the anniversary date of the
prior year's annual meeting. If the date of the annual meeting is advanced more
than 30 days or delayed more than 90 days from the anniversary date of the prior
year's meeting, notice by the stockholder to be timely must be delivered not
later than the close of business on the later of the 90th day prior to the
annual meeting or the tenth day following the day on which the date of the
meeting is publicly announced. The amendments also require that the
stockholder's notice include certain information, such as the name of and
background information about any stockholder nominee for director.
The Company's 1997 annual meeting was held on June 16, 1997.
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(c) Exhibits.
Exhibit No. Document
----------- --------
3.02 Bylaws of Saks Holdings, Inc. as
amended on February 27, 1998.
99.01 Press Release dated March 4, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
SAKS HOLDINGS, INC.
By: /s/ Mark E. Hood
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Name: Mark E. Hood
Title: Senior Vice President and
Chief Accounting Officer
Dated: March 10, 1998
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EXHIBIT INDEX
Sequentially Numbered
Exhibit No. Document Page
- ----------- -------- ----
3.02 Bylaws of Saks Holdings,
Inc. as amended on
February 27, 1998
99.01 Press Release dated March 4,
1998.
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EXHIBIT 3.02
SAKS HOLDINGS, INC.
(a Delaware corporation)
BYLAWS
(as amended and restated effective February 27, 1998)
ARTICLE I
OFFICES
SECTION 1.01 Registered Office. The registered office of Saks Holdings,
Inc. (hereinafter called the "Corporation") in the State of Delaware shall be at
1209 Orange Street, City of Wilmington 19801, County of New Castle and the name
of the registered agent in charge thereof shall be The Corporation Trust
Company.
SECTION 1.02 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may required.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.
SECTION 2.02 Special Meetings. A special meeting of the stockholders for
the transaction of any proper business may be called at any time by the Board or
its Chairman.
SECTION 2.03 Place of Meetings. All meetings of the stockholders shall be
held at such places, within or without the State of Delaware, as may from time
to time be designated by the person or persons calling the respective meeting
and specified in the respective notices or waivers of notice thereof.
SECTION 2.04 Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail or in the care of an express
courier, in a postage prepaid envelope, directed to him at his post office
address or other delivery address furnished by him to the Secretary of the
Corporation for such purpose or, if
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he shall not have furnished to the Secretary his address for such purpose, then
at his post office address last known to the Secretary, or by transmitting a
notice thereof to him at such address by facsimile, telegraph, cable, or
wireless. Except as otherwise expressly required by law, no publication of any
notice of a meeting of the stockholders shall be required. Every notice of a
meeting of the stockholders shall state the place, date and hour of the meeting,
and, in the case of a special meeting, shall also state the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.
SECTION 2.05 Quorum. Except in the case of any meeting for the election of
directors summarily ordered as provided by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof. In the absence of a quorum at any
meeting or any adjournment thereof, a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting from time
to time. At any such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
called.
SECTION 2.06 Voting.
(a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:
(i) on the date fixed pursuant to Section 6.05 of these Bylaws
as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting, or
(ii) if no such record date shall have been so fixed, then (a)
at the close of business on the day next preceding the day on which
notice of the meeting shall be given or (b) if notice of the meeting
shall be waived, at the close of business on the day next preceding
the day on which the meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other
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corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Persons holding stock of
the Corporation in a fiduciary capacity shall be entitled to vote such stock.
Persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the Corporation he shall have expressly empowered
the pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent such stock and vote thereon. Stock having voting power standing of
record in the names of two or more persons or other entities, whether
fiduciaries, members of a partnership, joint tenants in common, tenants by
entirety or otherwise, or with respect to which two or more persons or other
entities have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.
(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.
SECTION 2.07 List of Stockholders. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
SECTION 2.08 Judges. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such
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question, shall conduct and accept the votes, and, when the voting is completed,
shall ascertain and report the number of shares voted respectively for and
against the question. Reports of judges shall be in writing and subscribed and
delivered by them to the Secretary of the Corporation. The judges need not be
stockholders of the Corporation, and any officer of the Corporation may be a
judge on any question other than a vote for or against a proposal in which he
shall have a material interest.
SECTION 2.09 Action Without Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares of stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
SECTION 2.10. Nominations and Stockholder Business.
(a) To be properly brought before an annual meeting, nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders at an annual meeting
of stockholders must be either (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (ii) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or (iii) otherwise brought before the annual
meeting by any stockholder of the Corporation who is a stockholder of record on
the date of the giving of the notice provided for in Section 2.04, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 2.10.
(b) For nominations or other business to be properly brought before
an annual meeting by a stockholder under this Section 2.10, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and such business must be a proper subject for stockholder action under the
Delaware General Corporation Law. To be timely, a stockholder's notice must be
delivered to the Secretary at the principal executive offices of the Corporation
not less than 90 days nor more than 120 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that if the date of the
annual meeting is advanced by more than 30 days or delayed by more than 90 days
from such anniversary date, then notice by the stockholder to be timely must be
delivered not later than the close of business on the later of the 90th day
prior to the annual meeting or the 10th day following the day on which the date
of the meeting is publicly announced. Such stockholder's notice must set forth
(i) as to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the
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"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (iii) as to the stockholder giving the
notice and the beneficial owners, if any, on whose behalf the nomination or
proposal is made (A) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner, (B) the number of shares
of the Corporation which are owned (beneficially or of record) by such
stockholder and such beneficial owner, (C) a description of all arrangements or
understandings between such stockholder and such beneficial owner and any other
person or persons (including their names) in connection with the proposal of
such business by such stockholder and any material interest of such stockholder
and of such beneficial owner in such business, and (D) a representation that
such stockholder or its agent or designee intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
(c) Notwithstanding anything in this Section 2.10 to the contrary,
if the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement specifying the size
of the increased Board of Directors made by the Corporation at least 70 days
prior to the first anniversary of the preceding year's annual meeting, then a
stockholder's notice required by this Section 2.10 will also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it is delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.
(d) Only such business may be conducted at a special meeting of
stockholders as has been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
the Corporation who is a stockholder of record at the time of giving the notice
required by this Section 2.10, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2.10. Nominations
by stockholders of persons for election to the Board of Directors may be made at
such a special meeting of Stockholders if the stockholder's notice required by
this Section 2.10 is delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.
(e) Only those persons who are nominated in accordance with the
procedures set forth in this Section 2.10 will be eligible for election as
directors at any meeting
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of stockholders. Only business brought before the meeting in accordance with the
procedures set forth in this Section 2.10 may be conducted at a meeting of
stockholders. The chairman of the meeting has the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section 2.10 and,
if any proposed nomination or business is not in compliance with this Section
2.10, to declare that such defective proposal shall be disregarded.
(f) For purposes of this Section 2.10, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable national news service
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to the Exchange Act.
(g) Notwithstanding the foregoing provisions of this Section 2.10, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.10. Nothing in this Section 2.10 may be deemed to remove
any obligation of stockholders to comply with the requirements of Rule 14a-8
under the Exchange Act with respect to proposals requested to be included in the
Corporation's proxy statement pursuant to said Rule 14a-8.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.
SECTION 3.02 Number and Term of Office. The number of directors shall not
be less than one (1) and not more than ten (10), as determined by the Board.
Each of the directors of the Corporation shall hold office until his successor
shall have been duly elected and shall qualify or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 3.03 Election of Directors. The directors shall initially consist
of the persons elected as such by the incorporator and thereafter shall be
elected annually by the stockholders of the Corporation entitled to vote thereon
and the persons receiving the greatest number of votes, up to the number of
directors to be elected, shall be the directors.
SECTION 3.04 Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 3.05 Vacancies. Except as otherwise provided in the Certificate of
Incorporation, any vacancy in the Board, whether because of death, resignation,
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disqualification, an increase in the number of directors, or any other cause,
may be filled by vote of the majority of the remaining directors, although less
than a quorum. Each director so chosen to fill a vacancy shall hold office until
his successor shall have been elected and shall qualify or until he shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its meetings
at such place or places within or without the State of Delaware as the Board may
from time to time by resolution designate or as shall be designated by the
person or persons calling the meeting or in the notice or a waiver of notice of
any such meeting. Directors may participate in any regular or special meeting of
the Board by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in person at such
meeting.
SECTION 3.07 First Meeting. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.
SECTION 3.08 Regular Meetings. Regular meetings of the Board may be held
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.
SECTION 3.09 Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board of Directors or a majority of the
number of directors then serving on the Board of Directors. Except as otherwise
provided by law notice of the time and place of each such special meeting shall
be mailed to each director, addressed to him at his residence or usual place of
business, at least five (5) days before the day on which the meeting is to be
held, or shall be sent to him at such place by facsimile, wireless, telegraph or
cable or be delivered personally not less than forty-eight (48) hours before the
time at which the meeting is to be held. Except where otherwise required by law
or by these Bylaws, notice of the purpose of a special meeting need not be
given. Notice of any meeting of the Board shall not be required to be given to
any director who is present at such meeting, except a director who shall attend
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in
the Certificate of Incorporation, in these Bylaws or by law, the presence of a
majority of the authorized number of directors shall be required to constitute a
quorum for the transaction of business at any meeting of the Board, and all
matters shall be decided at any such meeting, a quorum being present, by the
affirmative votes of a majority of the directors present. In the absence of a
quorum, a majority of directors present at any meeting may adjourn the same from
time to time until a quorum shall be present. Notice of any adjourned meeting
need not
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be given. The directors shall act only as a Board, and the individual directors
shall have no power as such.
SECTION 3.11 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
SECTION 3.12 Removal of Directors. Subject to the provisions of the
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the shares entitled to elect directors of the Corporation given at a
special meeting of the stockholders called for the purpose.
SECTION 3.13 Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.
SECTION 3.14 Committees. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution of the Board and except as otherwise limited
by law, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
Any such committee shall keep written minutes of its meetings and report the
same to the Board at the next regular meeting of the Board. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member.
ARTICLE IV
OFFICERS
SECTION 4.01 Election; Qualification. The officers of the Corporation
shall be a Chairman of the Board of Directors, one or more Vice Chairmen of the
Board of Directors, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors may elect such other officers as it may from time to time determine.
Two or more offices may be held by the same person, except the offices of
President and Secretary.
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SECTION 4.02 Term of Office. The officers of the Corporation shall be
elected by the Board. Each officer shall hold office until his successor shall
have been duly chosen and shall qualify or until his resignation or removal in
the manner hereinafter provided.
SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.
SECTION 4.04 Removal. Any officer, assistant, agent or employee of the
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of any other officer, assistant,
agent or employee, by any officer of the Corporation or committee of the Board
upon whom or which such power of removal may be conferred by the Board.
SECTION 4.05 Resignations. Any officer or assistant may resign at any time
by giving written notice of his resignation to the Board or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board or
the Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.
SECTION 4.07 Chairman of the Board of Directors. The Chairman of the Board
of Directors shall be the chief executive officer and shall preside at all
meetings of shareholders and of the Board of Directors and shall have such other
powers and duties as the By-Laws or the Board of Directors may from time to time
prescribe.
SECTION 4.08 Vice-Chairmen. Each Vice-Chairman of the Board of Directors
shall have such powers and perform such duties as the By-Laws or the Board of
Directors may from time to time prescribe.
SECTION 4.09 President. The President shall have such powers and duties as
generally pertain to the office of President and as the Board of Directors may
from time to time prescribe, subject generally to the direction of the Board of
Directors and the Executive Committee, if any.
SECTION 4.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board may from time to time prescribe. At
the request
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of the President, or in case of the President's absence or inability to act upon
the request of the Board, a Vice President shall perform the duties of the
President and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President.
SECTION 4.11 The Secretary. The Secretary shall, if present, record the
proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.
SECTION 4.12 The Treasurer. The Treasurer shall have the general care and
custody of the funds and securities of the Corporation, and shall deposit all
such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board. He shall receive, and give
receipts for, moneys due and payable to the Corporation from any source
whatsoever. He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.
SECTION 4.13 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 5.01 Execution of Contracts. The Board, except as in these Bylaws
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances.
SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.
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SECTION 5.03 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.
SECTION 5.04 General and Special Bank Accounts. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may select or as
may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.01 Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on
the certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.
SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder
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thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary, or with a transfer clerk or a transfer
agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.
SECTION 6.03 Regulations. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.
SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.
SECTION 6.05 Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.
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ARTICLE VII
INDEMNIFICATION
SECTION 7.01 Action, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify, to the full extent allowed by
Section 145 of the General Corporation Law of the State of Delaware, any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify, to the full extent allowed by Section 145 of the
General Corporation Law of the State of Delaware, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
SECTION 7.03 To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of
any claim, issue or matter
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therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
SECTION 7.04 Determination of Right of Indemnification. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or director
in defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board deems appropriate.
SECTION 7.06 Other Rights and Remedies. The indemnification and
advancement of expenses provided by or granted pursuant to this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under the
Certificate of Incorporation, any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
SECTION 7.07 Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.
SECTION 7.08 Constituent Corporations. For the purposes of this Article,
references to "the Corporation" shall include in addition to the resulting
corporation any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position
14
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under the provisions of this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.
SECTION 7.10 Beneficiaries of this Article. The indemnification and
advancement of expenses provided by, or granted pursuant to the provisions of
this Article shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board.
SECTION 8.02 Seal. The Board shall provide a corporate seal, which shall
be in the form of a circle and shall bear the name of the Corporation and words
and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.
SECTION 8.03 Waiver of Notices. Whenever notice is required to be given by
these Bylaws or the Certificate of Incorporation, the person entitled to said
notice may waive such notice in writing, either before or after the time stated
therein, and such waiver shall be deemed equivalent to notice.
SECTION 8.04 Amendments. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders holding shares of a class of
stock entitled to vote for the election of directors, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.
15
EXHIBIT 99.01
Wednesday March 4, 8:11 am Eastern Time
Company Press Release
Saks Holdings Announces 95% Increase in Fiscal 1997 Pro
Forma Net Income
Company Also Announces February Sales Results
NEW YORK--(BUSINESS WIRE)--March 4, 1998--Saks Holdings, Inc. (NYSE: SKS -
news), the holding company for Saks Fifth Avenue, today announced financial
results for its fourth quarter and fiscal year ended January 31, 1998 and sales
results for the four weeks ended February 28, 1998.
FOURTH QUARTER AND FISCAL 1997 RESULTS
For the fourth quarter of 1997, pro forma net income was $38.6 million, an
increase of 39% from pro forma net income of $27.7 million for the same period
in 1996. Pro forma basic earnings per share for the fourth quarter of 1997
increased 39% to $0.61 from $0.44 in the same period last year, and pro forma
diluted earnings per share increased 38% to $0.58 from $0.42. As previously
announced, total sales in the fourth quarter of 1997 were $671.6 million, an
increase of 11.9% from the same period in 1996 and comparable sales increased
5.2%.
In the fourth quarter, the Company also recorded $290 million of income, or
$4.10 per diluted share, related to the recognition of its net operating loss
carryforwards (NOL). As a result of this recognition, the Company began
reporting its earnings net of an approximate 41% annual effective tax rate in
the fourth quarter of fiscal 1997. The NOL will continue to offset future cash
income taxes other than alternative minimum tax liability and state income taxes
in certain locations until approximately 2001.
Philip B. Miller, Chairman and Chief Executive Officer, stated, "During the
fourth quarter, we achieved double digit sales and earnings increases, which
were in line with our expectations. These results, coupled with our solid third
quarter performance, resulted in a strong fall season."
For fiscal 1997, pro forma net income was $55.8 million, an increase of 95% from
pro forma net income of $28.6 million in fiscal 1996. Pro forma basic earnings
per share for fiscal 1997 increased 96% to $0.88 from $0.45 in fiscal 1996, and
pro forma diluted earnings per share increased 98% to $0.87 from $0.44. As
previously announced, total sales for fiscal 1997 were $2,193 million, an
increase of 12.8% from fiscal 1996 and comparable sales increased 3.8%.
Mr. Miller continued, "Our merchandising, marketing and real estate strategies
continued to propel our growth in fiscal 1997, enabling us to increase our
square footage by 12%, grow our
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sales by almost 13% and nearly double our earnings over last year's levels. We
are optimistic that the continued successful execution of these strategies will
enable us to grow our earnings by 25% to 30% in each of 1998 and 1999."
Saks completed its initial public offering on May 22, 1996. Pro forma results
for fiscal 1996 and 1997 assume the offering had been completed at the beginning
of fiscal 1996, exclude extraordinary charges related to the early
extinguishment of debt and non-recurring management fees and assume the
Company's profits are taxed at a 41% effective tax rate in all periods. Pro
forma 1997 net income also excludes the aforementioned recognition of net
operating loss carryforwards.
In other developments since the beginning of the fourth quarter of 1997, Saks
Holdings, Inc.: on November 7, opened a 34,000 square foot Off 5th store in
Tempe, Arizona; on November 14, opened a 50,000 square foot Main Street store in
Austin, Texas; on November 21, opened a 30,000 square foot Off 5th store as part
of its full-line store in Dearborn, Michigan; on December 11, opened a 46,000
square foot Main Street store in La Jolla, California; on January 15, announced
the appointment of Jeanne B. Daniel to Executive Vice President - Merchandising;
on February 12, opened a 50,000 square foot Main Street store in Blackhawk,
California; and tomorrow, March 5, will officially open its seventh Main Street
store, a 47,000 square foot store in Santa Barbara, California.
FEBRUARY SALES RESULTS
Separately, Saks Holdings, Inc. today announced that total sales for the four
weeks ended February 28, 1998, increased 4.8% to $152.5 million over the four
weeks ended March 1, 1997. Comparable sales decreased 3.3%.
Mr. Miller stated, "While we are encouraged by the initial sell-throughs of our
spring collections, our early February sales were adversely affected by
inclement weather in California and Florida, which account for nearly 30% of our
sales, as well as a planned shift in our promotional calendar. As a result,
full-line, resort and main street stores posted a 3.2% comparable sales
decrease. In addition, Off 5th sales trends improved, as it reported a 3.9%
comparable sales increase and Folio reported a double digit sales decrease
primarily due to planned reduced mailings."
Saks Fifth Avenue was founded in 1924. Today, the company comprises 41 full-line
stores, led by its landmark flagship on New York's Fifth Avenue, eight resort
stores and six main street stores. In addition, Saks operates 43 Off 5th stores
and Folio, a separate direct mail business.
Statements in this release referring to expectations as to the future sales,
earnings and business strategies are forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve risks, uncertainties and other factors that
may cause the actual results to be materially different from such forward-
looking statements. Such factors include, among others, levels of store sales
and
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traffic, general economic conditions in those areas in which Saks operates,
competitive influences, changes in consumer preferences, the weather and the
availability of capital. For more information, see the Company's filings with
the Securities and Exchange Commission.
Wednesday March 4, 8:31 am Eastern Time
Company Press Release
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SAKS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except for per share amounts)
13 weeks ended
1/31/98 2/1/97
(Unaudited) (Unaudited)
Net sales $ 671,639 $ 600,346
Cost of sales, including buying
and occupancy (461,150) (406,857)
Gross margin 210,489 193,489
Selling, general and
administrative expenses (128,685) (132,335)
Management fees 0 0
Operating income 81,804 61,154
Interest expense, net (16,463) (14,193)
Pre-tax income from operations
before extraordinary credit
(charge) 65,341 46,961
Income taxes
Income tax (provision) benefit (38,246) (275)
Recognition of NOL
carryforwards 290,000 0
Total income taxes (provision)
benefit 251,754 (275)
Income before extraordinary
credit (charge) 317,095 46,686
Extraordinary credit (charge) - loss
on early extinguishment of debt 1,374 (2,951)
Net income $ 318,469 $ 43,735
Earnings per share before
extraordinary credit (charge):
Basic $4.98 $0.74
Diluted $4.52 $0.68
Weighted average shares
outstanding:
Basic 63,659 63,213
Diluted 70,722 70,987
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13 weeks ended
1/31/98 2/1/97
(Unaudited) (Unaudited)
Supplemental information:
Reported net income $ 318,469 $ 43,735
Pro forma adjustments:
Management fee 0 0
Interest savings - IPO 0 0
Income taxes 11,456 (18,979)
Recognition of NOL
carryforwards (290,000) 0
Extraordinary credit
(charge) (1,374) 2,951
Pro forma net income before extra-
ordinary credit (charge) $ 38,551 $ 27,707
Pro forma net income per share fully
taxed:
Basic $0.61 $0.44
Diluted $0.58 $0.42
Pro forma weighted average shares
outstanding:
Basic 63,659 63,213
Diluted 70,722 70,987
52 weeks ended
1/31/98 2/1/97
(Unaudited) (Unaudited)
Net sales $ 2,192,747 $ 1,944,862
Cost of sales, including buying
and occupancy (1,533,465) (1,347,653)
Gross margin 659,282 597,209
Selling, general and
administrative expenses (506,129) (486,829)
Management fees 0 (1,000)
Operating income 153,153 109,380
Interest expense, net (58,608) (72,215)
Pre-tax income from operations
before extraordinary credit
(charge) 94,545 37,165
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52 weeks ended
1/31/98 2/1/97
(Unaudited) (Unaudited)
Income taxes
Income tax (provision) benefit (38,763) (275)
Recognition of NOL 290,000 0
carryforwards
Total income taxes (provision)
benefit 251,237 (275)
Income before extraordinary
credit (charge) 345,782 36,890
Extraordinary credit (charge) - loss
on early extinguishment of debt (1,978) (12,746)
Net income $ 343,804 $ 24,144
Earnings per share before
extraordinary credit (charge):
Basic $5.45 $0.64
Diluted $5.02 $0.63
Weighted average shares
outstanding:
Basic 63,483 57,722
Diluted 70,730 58,840
Supplemental information:
Reported net income $ 343,804 $ 24,144
Pro forma adjustments:
Management fee 0 1,000
Interest savings - IPO 0 10,226
Income taxes 0 (19,565)
Recognition of NOL
carryforwards (290,000) 0
Extraordinary credit
(charge) 1,978 12,746
Pro forma net income before extra-
ordinary credit (charge) $ 55,782 $ 28,551
Pro forma net income per share fully
taxed:
Basic $0.88 $0.45
Diluted $0.87 $0.44
Pro forma weighted average shares
outstanding:
Basic 63,483 63,228
Diluted 64,089 64,346
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SAKS HOLDING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
January 31, February 1, 1997
1998 1997
ASSETS:
Current assets:
Cash and cash equivalents $ 11,468 $ 52,955
Accounts receivable, net 69,696 42,195
Merchandise inventories 543,113 435,666
Other current assets 106,128 69,791
Total current assets 730,405 600,607
Property and equipment, net 941,098 824,080
Intangibles and other assets 107,099 148,176
Deferred tax asset 323,793 0
Total assets $2,102,395 $1,572,863
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Accounts payable, trade $ 183,604 $ 146,462
Accrued liabilities 135,888 139,681
Taxes other than income taxes 19,681 13,241
Current portion of long-term
debt and capital lease
obligations 4,458 5,437
Income taxes payable 3,249 375
Total current liabilities 346,916 305,196
Long-term debt 713,591 591,841
Obligations under capital leases 114,554 111,189
Other non-current liabilities 47,437 35,967
Total liabilities 1,222,498 1,044,193
Shareholders' equity 879,897 528,670
Total liabilities & shareholders' equity
$2,102,395 $1,572,863
7
